Governance and Operations Committee Charter

(Effective as of October 14, 2010)


The purpose of this charter is to define the role and responsibilities of the Governance and Operations Committee (the "Committee") of the Board of Directors of the Federal Reserve Bank of St. Louis (the "Bank").  The primary purposes of the Committee are oversight of the material activities performed by or for the Bank; the oversight of the Bank’s major human resources policies and programs; and the review of the activities of the Board of Directors to ensure that appropriate practices are used.  The duties of the Committee are more fully described below.


The Committee will consist of three or more members of the Board of Directors of the Bank, appointed as provided in the Bank's Bylaws.   The Deputy Chairman of the Board of Directors will chair the Committee.  The Chairman of the Board of Directors is an ex-officio member and may also participate in all committee meetings and deliberations.


The Committee will meet at least once per calendar quarter.  Meetings may be held more often at the discretion of the Committee Chairman.  Following each meeting, the Committee Chairman shall report on the Committee’s activities, discussions, and decisions to the Board of Directors of the Bank.

Primary Responsibilities

The Committee shall have such duties as may be assigned to it by the Board of Directors from time to time in addition to the duties described below.  The operating responsibilities of the Committee are:

  1. To review the Bank’s strategies to ensure that the Bank is a valued provider of core Bank services, research, economic advice, operating best practices and quality services to the district and the Federal Reserve System;
  2. To provide oversight for material activities performed by the Bank on behalf of  the Federal Reserve Banks and as well as those activities performed for the Bank by other Federal Reserve Banks; and
  3. To ensure that quality services are provided to the U.S. Treasury.

The human resources responsibilities of the Committee are, as deemed necessary:

  1. To consider significant human resources policies as well as compliance with laws and regulations affecting Bank employees;
  2. To review human resources objectives of the bank, review and approve salary, benefits and other compensation policies and systems, and monitor reports of official Bank appointments below the level of senior vice president;
  3. To appoint senior vice presidents and to approve their compensation and to recommend compensation for the First Vice President to the Board of Directors;
  4. To ensure that appropriate policies are in place to protect the safety and work related health risks of Bank employees;
  5. To review the Bank’s EEO compliance and employee development programs; and
  6. To monitor the Bank’s succession planning programs and development programs.

The governance responsibilities of the Committee are, as deemed necessary:

  1. To develop and recommend to the Board corporate governance principles applicable to the Bank;
  2. To monitor the effectiveness of the Bank’s code of ethics and conduct for Bank employees as well as director compliance with policies applicable to them ;
  3. To review the agendas of the Board and its committees and make any recommendations to the Board the Committee may deem appropriate concerning any recommended changes in the way the Board functions and the topics it addresses.
  4. To oversee the Board’s director orientation and continuing education programs and review and revise those programs as appropriate.
  5. To review the Bank’s reputation with external constituencies and recommend to the Board any proposed changes to the Bank’s policies, procedures and programs as a result of such review.
  6. To review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.